Terms of Service
1. Overview
These Terms of Service (the "Terms") govern the relationship between Ruyi Flux LLC ("Ruyi Flux," "we," "us," or "our") and any individual or entity ("Client," "you") who engages us for consulting, automation, or software development services (the "Services"). By engaging Ruyi Flux, signing a Statement of Work, or paying an invoice, you agree to these Terms.
2. Services
Ruyi Flux provides custom business automation consulting, including workflow automation on third-party platforms (such as Zapier, Make, and n8n), custom API integrations and middleware, AI agent and LLM-based systems, and internal tools and dashboards. The specific scope of each engagement is defined in a written Statement of Work ("SOW") or proposal accepted by both parties.
3. Engagement and Scope
Each engagement begins with a discovery phase, after which Ruyi Flux delivers a written proposal describing deliverables, timeline, milestones, and fixed price. Work begins after the proposal is accepted in writing and the initial payment is received. Any change to scope is documented in a written change order and may affect pricing or timeline.
4. Fees and Payment
Fees are quoted on a project basis and stated in U.S. dollars. Unless otherwise specified in the SOW:
- Discovery fee is invoiced upon engagement and is due before discovery work begins.
- Project fees are billed by milestone, with an initial deposit due before implementation begins and remaining installments invoiced as milestones are completed.
- Retainer fees are invoiced monthly in advance.
- Invoices are payable within fourteen (14) days of issuance. Late payments may accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is lower.
Payments are processed through Stripe. Client is responsible for any taxes other than taxes on Ruyi Flux's net income.
5. Refunds
Refunds and engagement termination are governed by our Engagement & Refund Policy, which is incorporated into these Terms by reference.
6. Intellectual Property
Upon receipt of full payment for a given milestone or project, Client owns the custom deliverables produced for that milestone or project, including source code, configurations, and documentation created specifically for Client. Ruyi Flux retains ownership of any pre-existing tools, libraries, templates, or know-how it uses in the course of providing the Services, and grants Client a perpetual, royalty-free license to use such pre-existing materials as embedded within the delivered work.
7. Confidentiality
Each party agrees to keep confidential any non-public information disclosed by the other in connection with the Services, and to use such information only as necessary to perform under the SOW. Confidentiality obligations survive termination of the engagement for a period of three (3) years.
8. Client Responsibilities
Client agrees to:
- Provide timely access to the systems, accounts, and information required for Ruyi Flux to perform the Services.
- Designate a point of contact authorized to make decisions regarding scope, acceptance, and payment.
- Comply with the terms of service of any third-party platforms used in the engagement.
9. Warranties and Disclaimer
Ruyi Flux warrants that the Services will be performed in a professional and workmanlike manner consistent with industry standards. Except for this warranty, the Services and any deliverables are provided "as is", and Ruyi Flux disclaims all other warranties, express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement.
10. Limitation of Liability
To the maximum extent permitted by law, Ruyi Flux's total aggregate liability arising out of or relating to the Services or these Terms shall not exceed the fees paid by Client to Ruyi Flux under the relevant SOW in the three (3) months preceding the event giving rise to the liability. In no event shall either party be liable for indirect, incidental, consequential, special, or punitive damages.
11. Termination
Either party may terminate an engagement for material breach if the breach is not cured within fourteen (14) days of written notice. Either party may also terminate for convenience with fourteen (14) days' written notice; in such case, Client shall pay for all work performed and expenses incurred through the termination date, and Ruyi Flux shall deliver work in progress as defined in the SOW.
12. Independent Contractor
Ruyi Flux is an independent contractor. Nothing in these Terms creates an employment, partnership, agency, or joint venture relationship between the parties.
13. Governing Law
These Terms are governed by the laws of the State of [State of formation], without regard to its conflict of laws principles. Any dispute arising under these Terms shall be resolved in the state or federal courts located in [County, State], and the parties consent to the exclusive jurisdiction of those courts.
14. Changes to These Terms
We may update these Terms from time to time. Updates apply to engagements entered into after the updated effective date. Existing engagements continue to be governed by the Terms in effect on the date of the applicable SOW.
15. Contact
Questions about these Terms can be sent to team@ruyiflux.com.